SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Primus Guaranty, Ltd.
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(Name of Issuer)
Common Stock, $0.08 par value
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(Title of Class of Securities)
G72457107
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(CUSIP Number)
Stephen Krug, Chief Operating Officer
Second Curve Capital, LLC
237 Park Avenue, 9th Floor
New York, New York 10017
Tel: 1 (646) 563-7610
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 2008
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
CUSIP No. G72457107
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1. NAME OF REPORTING PERSONS
Second Curve Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,553,666
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,553,666
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,553,666
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
14. TYPE OF REPORTING PERSON
OO, IA
CUSIP No. G72457107
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1. NAME OF REPORTING PERSONS
Thomas K. Brown
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,553,666
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,553,666
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,553,666
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. G72457107
---------------------
1. NAME OF REPORTING PERSONS
Second Curve Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
2,796,471
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,796,471
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,796,471
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. G72457107
---------------------
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Item 1. Security and Issuer.
Primus Guaranty, Ltd. Common Stock, par value $0.08 per share (the
"Shares")
Clarendon House
2 Church Street
Hamilton
HM 11, Bermuda
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Item 2. Identity and Background.
(a-c,f)
This Schedule 13D is being filed by (i) Second Curve Partners, L.P. ("Second
Curve Partners"), (ii) Second Curve Capital, LLC ("Second Curve Capital"), the
investment manager of Second Curve Partners and other private investment
vehicles, and (iii) Thomas K. Brown, the managing member of Second Curve Capital
(each of Second Curve Partners, Second Curve Capital and Thomas K. Brown may be
referred to herein as a "Reporting Person" and collectively may be referred to
as "Reporting Persons").
Second Curve Partners is a New York limited partnership with its principal
business address at 237 Park Avenue, 9th Floor, New York, New York 10017.
Second Curve Capital is a Delaware limited liability company with its principal
business address at 237 Park Avenue, 9th Floor, New York, New York 10017.
Thomas K. Brown is a United States citizen whose principal business address is
c/o Second Curve Capital, LLC, 237 Park Avenue, 9th Floor, New York, New York
10017.
The Shares reported herein are held in the name of Second Curve Partners and
other funds and accounts advised by Second Curve Capital.
(d)
None of the Reporting Persons have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
None of the Reporting Persons have, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof Second Curve Capital may be deemed to beneficially own
6,553,666 Shares.
As of the date hereof Thomas K. Brown may be deemed to beneficially own
6,553,666 Shares.
As of the date hereof Second Curve Partners may be deemed to beneficially own
2,796,471 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares of the Issuer for investment.
The Reporting Persons evaluate their investment in the Shares on a continual
basis. The Reporting Persons have no plans or proposals as of the date of this
filing which, other than as expressly set forth below, relate to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons may be in contact with members of the Issuer's management,
the members of the Issuer's Board of Directors, and others, including other
significant shareholders, regarding alternatives that the Issuer could employ to
increase shareholder value.
The Reporting Persons reserve the right to effect transactions that would change
the number of shares they may be deemed to beneficially own.
The Reporting Persons further reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should they
determine to do so.
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Item 5. Interest in Securities of the Issuer.
(a, b)
As of the date hereof, Second Curve Capital may be deemed to be the beneficial
owner of 6,553,666 Shares, constituting 15.6% of the Shares of the Issuer based
upon the 42,100,750 Shares outstanding as of December 1, 2008.
Second Curve Capital has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 6,553,666 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,553,666 Shares.
Second Curve Capital specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
As of the date hereof, Thomas K. Brown may be deemed to be the beneficial owner
of 6,553,666 Shares, constituting 15.6% of the Shares of the Issuer based upon
the 42,100,750 Shares outstanding as of December 1, 2008.
Thomas K. Brown has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 6,553,666 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,553,666 Shares.
Thomas K. Brown specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.
As of the date hereof, Second Curve Partners may be deemed to be the beneficial
owner of 2,796,471 Shares, constituting 6.6% of the Shares of the Issuer based
upon the 42,100,750 Shares outstanding as of December 1, 2008.
Second Curve Partners has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 2,796,471 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 2,796,471 Shares.
Second Curve Partners specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(c)
The trading dates, number of Shares purchased and sold and price per share for
all transactions in the Shares during the past 60 days by the Reporting Persons
are set forth in Exhibit B and all such transactions were effected in open
market transactions.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Second Curve Partners, L.P.
By: Second Curve Management, LLC
By: Thomas K. Brown, Managing Member
By: /s/ Thomas K. Brown
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Second Curve Capital, LLC
By: Thomas K. Brown, Managing Member
By: /s/ Thomas K. Brown
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/s/ Thomas K. Brown
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Thomas K. Brown
December 4, 2008
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated December 4, 2008 relating to
the Common Stock, par value $0.08 per share of Primus Guaranty, Ltd. shall be
filed on behalf of the undersigned.
Second Curve Partners, L.P.
By: Second Curve Management, LLC
By: Thomas K. Brown, Managing Member
By: /s/ Thomas K. Brown
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Second Curve Capital, LLC
By: Thomas K. Brown, Managing Member
By: /s/ Thomas K. Brown
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/s/ Thomas K. Brown
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Thomas K. Brown
December 4, 2008
Exhibit B
TRANSACTIONS IN THE SHARES
TRANSACTIONS BY SECOND CURVE PARTNERS
Date of Number of Shares
Transaction Purchased/(Sold) Price Per Share
----------- ---------------- ---------------
10/9/2008 115,290 0.9805
10/13/2008 (49,250) 1.16
10/13/2008 (750) 1.2
10/14/2008 (1,500) 0.9437
10/14/2008 (98,500) 0.93
11/7/2008 96,075 0.6998
11/10/2008 38,430 0.6926
11/11/2008 38,544 0.6031
11/26/2008 19,216 0.813
11/28/2008 19,216 0.8721
TRANSACTIONS BY FUNDS AND ACCOUNTS ADVISED BY
SECOND CURVE CAPITAL OTHER THAN SECOND CURVE PARTNERS
Date of Number of Shares
Transaction Purchased/(Sold) Price Per Share
----------- ---------------- ---------------
10/9/2008 34,710 0.9805
10/10/2008 75,000 0.7774
10/13/2008 49,250 1.16
10/13/2008 750 1.2
10/13/2008 196,805 1.1778
10/13/2008 3,195 1.19
10/14/2008 1,500 0.95
10/14/2008 98,500 0.93
10/14/2008 48,400 0.9416
10/14/2008 1,600 0.9441
10/17/2008 1,598 0.8991
10/17/2008 43,631 0.8863
10/30/2008 150,000 0.3957
10/31/2008 74,200 0.4137
10/31/2008 800 0.44
11/4/2008 198,402 0.8936
11/4/2008 1,598 0.8731
11/7/2008 53,925 0.6998
11/10/2008 11,570 0.6926
11/11/2008 11,605 0.6031
11/12/2008 50,000 0.5973
11/13/2008 24,200 0.5841
11/13/2008 800 0.5436
11/14/2008 24,200 0.5985
11/14/2008 800 0.54
11/17/2008 24,200 0.519
11/17/2008 800 0.51
11/18/2008 24,200 0.4835
11/18/2008 800 0.515
11/20/2008 33,880 0.4919
11/20/2008 1,120 0.5088
11/21/2008 24,200 0.6429
11/21/2008 800 0.58
11/24/2008 24,200 0.6856
11/24/2008 800 0.73
11/25/2008 73,400 0.5959
11/25/2008 1,600 0.6163
11/26/2008 5,784 0.813
11/28/2008 5,784 0.8721
12/2/2008 152,800 0.7196
12/2/2008 (105,700) 0.7
SK 21989 0009 943661